8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2009

ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)

Delaware	1-12107	31-1469076
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6301 Fitch Path, New Albany, Ohio	43054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 283-6500

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On July 9, 2009, Abercrombie & Fitch Co. (the “Registrant”) issued a press release reporting net sales and comparable store sales for the five-week period ended July 4, 2009 and for the fiscal year-to-date. A copy of the July 9, 2009 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the July 9, 2009 press release, the Registrant made available by telephone a pre-recorded message addressing the Registrant’s net sales and comparable store sales for the five-week period ended July 4, 2009. To listen to this pre-recorded sales message, dial (800) 395-0662, or internationally, dial (402) 220-1262. A copy of the pre-recorded sales message transcript is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable.

(d) Exhibits:

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on July 9, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended July 4, 2009

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ABERCROMBIE & FITCH CO.

Dated: July 9, 2009

By: /s/ Jonathan E. Ramsden                              
Jonathan E. Ramsden
Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated July 9, 2009

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on July 9, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended July 4, 2009

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

JUNE SALES RESULTS

New Albany, Ohio, July 9, 2009: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $230.4 million for the five-week period ended July 4, 2009, a 26% decrease from net sales of $309.7 million for the five-week period ended July 5, 2008. June comparable store sales decreased 32%. Total Company direct-to-consumer net sales decreased 17% to $16.9 million for the five-week period ended July 4, 2009, compared to the five-week period ended July 5, 2008.

Year-to-date, the Company reported a net sales decrease of 24% to $1.025 billion from $1.343 billion last year. Comparable store sales decreased 30% for the year-to-date period. Year-to-date, total Company direct-to-consumer net sales decreased 19% to $81.5 million.

June 2009 Developments

• Total Company net sales decreased 26%

• Total Company direct-to-consumer net sales decreased 17%

• Total Company comparable store sales decreased 32%

• Abercrombie & Fitch comparable store sales decreased 30%

• abercrombie comparable store sales decreased 31%

• Hollister Co. comparable store sales decreased 35%

• RUEHL comparable store sales decreased 32%

The Company operated 349 Abercrombie & Fitch stores, 210 abercrombie stores, 508 Hollister Co. stores, 29 RUEHL stores and 16 Gilly Hicks stores in the United States. The Company also operated three Abercrombie & Fitch stores, three abercrombie stores and five Hollister Co. stores in Canada, and one Abercrombie & Fitch store and four Hollister Co. stores in the United Kingdom. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.RUEHL.com and www.gillyhicks.com.

To hear the Abercrombie & Fitch pre-recorded June sales message, please dial (800) 395-0662, or internationally, dial (402) 220-1262.

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For further information, call: Eric Cerny
Manager, Investor Relations
(614) 283-6385

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading “ FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2009 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: current financial crisis and general economic conditions; changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; the impact of competition and pricing; changes in weather patterns; postal rate increases and changes; paper and printing costs; market price of key raw materials; ability to source product from its global supplier base; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; ability to hire, train and retain associates; and the outcome of pending litigation. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Press Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

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EX-99.2

Exhibit 99.2

Abercrombie & Fitch
June 2009 Sales Release
Call Script

This is Eric Cerny, Manager of Investor Relations for Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended July 4, 2009.

Before I begin, I remind you that any forward-looking statements I may make are subject to the Safe Harbor Statement found in our SEC filings.

Net sales for the five-week period ended July 4, 2009, were $230.4 million, a 26% decrease from net sales of $309.7 million for the five-week period ended July 5, 2008. Total Company direct-to-consumer net sales were $16.9 million for the five-week period ended July 4, 2009, a 17% decrease from sales for the five-week period ended July 5, 2008. June comparable store sales decreased 32%.

By brand, Abercrombie & Fitch comparable store sales were down 30%. Men’s comps were down by a low twenty; women’s comps were down by a mid thirty. Transactions per average store decreased 27%; average transaction value decreased 6%.

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Abercrombie & Fitch
June 2009 Sales Release
Call Script

For abercrombie, comparable store sales were down 31%. Guys comps were down by a mid twenty; girls comps were down by a mid thirty. Transactions per average store decreased 23%; average transaction value decreased 9%.

Hollister comparable store sales were down 35%. Dudes comps were down by a high twenty; Bettys comps were down by a high thirty. Transactions per average store decreased 26%; average transaction value decreased 6%.

RUEHL comparable store sales were down 32%. Men’s comps were down by a mid twenty; women’s comps were down by a mid thirty. Transactions per average store decreased 45%; average transaction value increased 15%.

Across all brands, average unit retail decreased 3%.

From a merchandise classification standpoint across all brands and both men’s and women’s, graphic tees, shorts and knit tops were weakest. Stronger performing categories included female woven shirts and dresses.
Regionally, comparable store sales were down in all US regions and Canada. Comparable store sales continued to be strongly positive in the London flagship store.

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Abercrombie & Fitch
June 2009 Sales Release
Call Script

The Company will release July sales results on Thursday, August 6, 2009.

Thank You.

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